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                               July 21, 2022

       Karl Kan Zhang
       Chairman of the Board and Chief Technology Officer
       CooTek(Cayman)Inc.
       9-11F, T2, No.16 Lane 399 Xinlong Road, Minhang District
       Shanghai, 201101
       People's Republic of China

                                                        Re: CooTek(Cayman)Inc.
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2021
                                                            Filed April 29,
2022
                                                            File No. 001-38665

       Dear Mr. Zhang:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended December 31, 2021

       Introduction, page 1

   1.                                                   Please revise your
definition of China or the PRC to remove the exclusion of Hong Kong
                                                        and Macau from this
definition.
       Item 3. Key Information, page 4

   2.                                                   Please revise your
definition of "we," "us," "our company," "the Company" or "our" to
                                                        clarify what is meant
by "consolidated affiliated entities" in China. In this regard, refer to
                                                        the named entities here
as variable interest entities and explain that you do not have any
                                                        equity ownership in
such entities but rather include them in your consolidated financial
                                                        statements based solely
on contractual arrangements. Also, revise to describe the
                                                        operations that are
conducted through the VIEs versus those that are conducted through
                                                        your consolidated
subsidiaries. To the extent you refer to activities or functions of the
 Karl Kan Zhang
FirstName  LastNameKarl Kan Zhang
CooTek(Cayman)Inc.
Comapany
July       NameCooTek(Cayman)Inc.
     21, 2022
July 21,
Page  2 2022 Page 2
FirstName LastName
         VIEs, please refrain from using terms such as    we    or    our
consolidated VIEs or "our"
         consolidated affiliated entities when discussing such results or
describing such business.
Our Holding Company Structure and Contractual Arrangements with Our
Consolidated VIEs
and Their Respective Individual Shareholders, page 4

3.       We note your discussion regarding the risks associated with your
contractual
         arrangements with the VIEs. Please disclose here, if true, that these
contracts have not
         been tested in court. We also note your disclosure on page 13 that PRC
regulatory
         authorities could disallow the VIE structure, which could result in a
material adverse
         change in your operations and the value of your ADS, or cause the
value of such securities
         to significantly decline. Please revise here to clarify that the value
of your securities could
         become worthless. Similar revisions should be made to your risk factor
disclosures
         beginning on page 43 where you discuss your VIE structure.
Permissions Required from the PRC Authorities for Our Operations, page 7

4.       You state that in connection with the issuance of securities to
foreign investors, under
         current PRC laws, regulations and regulatory rules, you, your PRC
subsidiaries and your
         VIEs are not required to obtain permissions from the CSRC and are not
required to go
         through cybersecurity review by the Cyberspace Administration of China
(CAC). Please
         disclose whether you relied on the opinion of counsel in making this
determination. If you
         did not rely on counsel, explain why you did not consult counsel and
why you believe you
         do not need such permissions or approvals. Also revise here to
describe the consequences
         to you and your investors if you, your subsidiaries, or the VIEs: (i)
do not receive or
         maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
         or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
         change and you are required to obtain such permissions or approvals in
the future.
Cash and Asset Flows through Our Organization, page 7

5.       Please revise here to address restrictions and limitations on the
ability of the offshore
         holding company to make loans and capital contribution to PRC
subsidiaries. In addition,
         describe any cash management policies and procedures that dictate how
funds are
         transferred within your organization, such as how you address any
limitations on cash
         transfers due to PRC regulations.
The Holding Foreign Companies Accountant Act, page 7

6.       Please revise here, and in your risk factor disclosures on page 60, to
also discuss the
         Accelerating Holding Foreign Companies Accountable Act (Accelerating
         HFCAA). Discuss the specific time frames for complying with both the
HFCAA and the
         Accelerating HFCAA rather than including such information in the
header to a risk factor
         discussed elsewhere. Also, discuss the impact to your company if you
are unable to
         timely comply rather. In this regard, your disclosures should make
clear whether the
 Karl Kan Zhang
CooTek(Cayman)Inc.
July 21, 2022
Page 3
         related risks and uncertainties could cause the value of your ADSs to
become worthless.
Financial Information Related to the VIEs, page 8

7.       Please address the following as it relates to your Selected Condensed
Consolidated
         financial statements:
             You state that the VIEs are entitled to receive service fees from
Shangahi Chule
             (WFOE) for support services to the WFOE. Tell us what contractual
             arrangement supports payments from the VIE to the WFOE.
             Reconcile the $20.7 million, $30.8 million and $80.7 million
received by the VIEs
             during fiscal 2019, 2020 and 2021, respectively, to amounts
reflected in the
             consolidating worksheets. For example, clarify for us how such
amounts relate, if at
             all, to the elimination of revenue in each period.
             We note that pursuant to the terms of the Exclusive Business
Cooperation
             Agreement, the WFOE is entitled to service fees from the VIE. Tell
us the amount of
             such fees for each period presented and how they are reflected in
the consolidating
             worksheets. Clarify whether any cash payments were made from the
VIE to the
             WFOE to settle such amounts. Also, revise to present such fees
separately from the
             other costs and expenses of the VIE.
             Tell us what the significant balance of "advances from
subsidiaries and VIEs" in the
             Consolidated VIEs column represents and why there are no similar
offsetting
             amounts due from the VIEs in the other columns.
             Tell us why there is no investment in subsidiaries or equity
pick-up of subsidiaries in
             the Cootek (Cayman) column.
             Revise to disaggregate the WFOE that is the primary beneficiary of
the VIEs from
             the other Company Subsidiaries column.
             Revise to refer to these schedules as condensed consolidating
statements.
D. Risk Factors
Summary of Risk Factors, page 12

8.       For each summary risk factor related to doing business in China,
please revise to provide a
         specific cross-references to the more detailed discussion of such
risk. Also, revise the first
         risk factor summarized under Risks Related to Our Corporate Structure
and Risks Related
         to Doing Business in China to such risks could cause the value of your
securities to
         become worthless.
Risks Related to Our Business
We are subject to a variety of laws...., page 22
FirstName LastNameKarl Kan Zhang
9.     Please revise here and and on page 49, to more clearly disclose to what
extent you believe
Comapany     NameCooTek(Cayman)Inc.
       that you  are compliant with the regulations or policies that have been
issued by the CAC
July 21,to2022
           date.Page 3
FirstName LastName
 Karl Kan Zhang
FirstName  LastNameKarl Kan Zhang
CooTek(Cayman)Inc.
Comapany
July       NameCooTek(Cayman)Inc.
     21, 2022
July 21,
Page  4 2022 Page 4
FirstName LastName
Risks of Doing Business in China
The PRC government's significant oversight and discretion...., page 60

10.      We note your statement that any action by the PRC government to exert
more oversight
         and control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers could significantly limit or completely hinder your
ability to offer or
         continue to offer securities to investors. You further state that
implementation of industry-
         wide regulations directly targeting your operations could cause the
value of such securities
         to significantly decline. Please revise to clarify that any such
actions by the PRC
         government could cause the value of your securities to become
worthless.
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 103

11.      We note the significant decline in your DAUs, MAUs and revenues from
fiscal 2020 to
         2021, which you to attribute to the implementation of a "balanced
development approach
         between growth and profitability by continuous restructuring of
portfolio products."
         Please tell us what is meant by this statement and significantly
enhance your disclosures
         to discuss the specific restructurings during fiscal 2021 and the
impact on your metrics
         and results of operations. Also, clarify whether you will continue
these restructuring
         efforts and whether you anticipate that this declining trend will
continue into future
         periods. Refer to Item 5 of Form 20-F.
Item 15. Controls and Procedures, page 150

12.      You state that as of December 31, 2021, management assessed your
internal control over
         financial reporting (ICFR) as    ineffective    due to the presence of
a material weakness.
         You further state management concluded that as of December 31, 2021,
the material
         weakness has been remediated while the significant deficiency
remained. Please explain
         this apparent inconsistency and revise as necessary. To the extent a
material weakness
         existed at December 31, 2021, tell us how management determined that
disclosure
         controls and procedures (DCP) were effective. We refer you to Sections
II.D and E of
         SEC Release 33-8238, in which the Commission recognizes that there is
substantial
         overlap between ICFR and DCPs.
Schedule I - Additional Financial Information of Parent Company
Condensed Statements of Operations, page F-41

13.      Please revise to remove the reference to VIEs and VIEs subsidiaries in
the line item titled
         "Equity in loss of subsidiaries, VIEs and VIEs subsidiaries" as this
implies the company
         has equity ownership in the VIEs.
 Karl Kan Zhang
FirstName  LastNameKarl Kan Zhang
CooTek(Cayman)Inc.
Comapany
July       NameCooTek(Cayman)Inc.
     21, 2022
July 21,
Page  5 2022 Page 5
FirstName LastName
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Megan Akst, Senior Staff Accountant at (202) 551-3407 or
Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology